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GitLab (NASDAQ: GTLB) CLO receives new RSU and performance stock unit grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Schulman Robin reported acquisition or exercise transactions in this Form 4 filing.

Gitlab Inc. Chief Legal Officer Robin Schulman received new equity awards in the form of restricted stock units and performance stock units. She was granted 78,836 time-based RSUs, each representing one share of Class A Common Stock, bringing her direct Class A holdings to 210,420 shares, including unvested shares.

The RSUs vest over three years beginning on June 15, 2026, with vesting on each Quarterly Vesting Date of June 15, September 15, December 15, and March 15. Schulman also received two PSU awards covering 93,852 and 52,557 units, each tied to specific performance criteria and continued service. PSUs vest in tranches upon certification of performance, with one-third vesting at certification and the remaining two-thirds vesting quarterly; unearned portions tied to unmet performance criteria expire.

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Insider Schulman Robin
Role Chief Legal Officer & Corp Sec
Type Security Shares Price Value
Grant/Award Performance Stock Units 52,557 $0.00 --
Grant/Award Performance Stock Units 93,852 $0.00 --
Grant/Award Class A Common Stock 78,836 $0.00 --
Holdings After Transaction: Performance Stock Units — 52,557 shares (Direct, null); Class A Common Stock — 210,420 shares (Direct, null)
Footnotes (1)
  1. Represents a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock subject to the reporting person's continued service to the Company on each applicable Quarterly Vesting Date. The RSUs shall be satisfied over a three-year period beginning June 15, 2026. "Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15. Includes shares of Class A Common Stock that have not yet vested. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement. The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award. The PSUs will vest over 3 years with 1/3rd vesting upon certification of performance criteria and the remaining 2/3 will vest quarterly thereafter. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire. The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche.
RSU grant 78,836 shares Time-based restricted stock units granted on April 29, 2026
PSU grant (tranche 1) 93,852 units Performance stock units assuming target performance level
PSU grant (tranche 2) 52,557 units Additional performance stock units assuming target performance
Common shares after RSU grant 210,420 shares Class A Common Stock directly held following RSU award
RSU vesting period 3 years RSUs vest quarterly beginning June 15, 2026
restricted stock units ("RSU") financial
"Represents a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right"
Performance Stock Units financial
""Performance Stock Units" listed as derivative securities with underlying Class A Common Stock"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Quarterly Vesting Date financial
"subject to the reporting person's continued service to the Company on each applicable Quarterly Vesting Date"
performance criteria financial
"subject to the achievement of certain performance criteria and the reporting person's continued service"
corporate performance metrics financial
"assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schulman Robin
(Last)(First)(Middle)
C/O GITLAB INC.
(Street)
NOT APPLICABLE DELAWARE
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Gitlab Inc. [ GTLB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer & Corp Sec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock04/29/2026A78,836(1)A$0210,420(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(3)04/29/2026A52,557(4) (5) (6)Class A Common Stock52,557$052,557D
Performance Stock Units(3)04/29/2026A93,852(4) (7) (6)Class A Common Stock93,852$093,852D
Explanation of Responses:
1. Represents a grant of time-based restricted stock units ("RSU"), with each RSU representing a contingent right to receive one share of Gitlab Inc. (the "Company") Class A Common Stock subject to the reporting person's continued service to the Company on each applicable Quarterly Vesting Date. The RSUs shall be satisfied over a three-year period beginning June 15, 2026. "Quarterly Vesting Date" means each of June 15, September 15, December 15, and March 15.
2. Includes shares of Class A Common Stock that have not yet vested.
3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock, subject to the achievement of certain performance criteria and the reporting person's continued service to the Company on each applicable vesting date following such achievement.
4. The number of PSUs in this column represents the number of shares of Class A Common Stock the reporting person will receive assuming achievement at the "target" level of the corporate performance metrics set by the Company's Board of Directors for this award.
5. The PSUs will vest over 3 years with 1/3rd vesting upon certification of performance criteria and the remaining 2/3 will vest quarterly thereafter.
6. If the performance criteria are not achieved, the portion of the award which was capable of vesting on that date will expire.
7. The PSUs will vest in tranches upon certification of achievement of performance criteria for each tranche.
Remarks:
/s/ Robin Schulman04/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Gitlab (GTLB) CLO Robin Schulman receive?

Robin Schulman received time-based RSUs and performance stock units. The grants include 78,836 restricted stock units plus two PSU awards covering 93,852 and 52,557 units, each representing rights to Gitlab Class A shares subject to vesting conditions and performance criteria.

How do Robin Schulman’s new Gitlab (GTLB) RSUs vest?

The RSUs vest over three years starting June 15, 2026. Vesting occurs on Quarterly Vesting Dates: June 15, September 15, December 15, and March 15, contingent on Schulman’s continued service with Gitlab through each applicable vesting date.

What conditions apply to Robin Schulman’s Gitlab (GTLB) performance stock units?

PSUs depend on performance criteria and continued service. Each PSU converts into one Class A share only if corporate performance metrics are achieved and Schulman remains in service through vesting dates following certification of those performance results.

How will Robin Schulman’s Gitlab (GTLB) PSUs vest over time?

PSUs vest in performance-based tranches over three years. One-third vests upon certification that performance criteria are met, while the remaining two-thirds vest quarterly thereafter. Any portion tied to unmet performance criteria on a vesting date will expire unvested.

How many Gitlab (GTLB) Class A shares does Robin Schulman hold after these grants?

After the RSU grant, Schulman holds 210,420 Class A shares directly. This figure includes shares underlying RSUs that have not yet vested, reflecting both currently vested holdings and time-based unvested awards in her direct ownership.

What happens if Gitlab (GTLB) performance goals for Schulman’s PSUs are not achieved?

Unmet performance goals cause related PSU tranches to expire. For each scheduled PSU vesting date, any portion of the award that could have vested but whose performance criteria are not achieved will lapse and no Class A shares will be delivered for that tranche.